Hazardous Materials Indemnity Agreement

EXHIBIT 10.15


Loan No. 1440


HAZARDOUS MATERIALS INDEMNITY AGREEMENT
(UNSECURED)


THIS HAZARDOUS MATERIALS INDEMNITY AGREEMENT (Unsecured) ("Indemnity") is given December __, 2000 by COMMUNICATIONS & POWER INDUSTRIES HOLDING CORPORATION, a Delaware corporation ("Indemnitor") to WELLS FARGO BANK, NATIONAL ASSOCIATION ("Lender"), on the basis of the following facts and understandings:


A. Pursuant to the terms of a loan agreement ("Loan Agreement") between
Indemnitor, as borrower, and Lender, of even date herewith, Lender is making
a loan to Indemnitor in the principal amount of EIGHTEEN MILLION AND
NO/100THS Dollars ($18,000,000.00) ("Loan"). The Loan is evidenced by a
promissory note ("Note") executed by Indemnitor in favor of Lender, in the
principal amount of the Loan, and is further evidenced by the documents
described in the Loan Agreement as the "Loan Documents". The Note is secured
by, among other things, a deed of trust ("Deed of Trust"), executed by
Indemnitor, as trustor, to American Securities Company, as trustee, in favor
of Lender, as beneficiary. The Deed of Trust encumbers the real property and
any and all improvements thereon described on Exhibit A attached hereto and
incorporated herein by this reference ("Property").


B. Indemnitor has a direct financial interest in the Property and will benefit
from Lender making the Loan.


C. Lender is willing to make the Loan only on the condition, among others, that
Indemnitor defend, indemnify and hold harmless Lender from and against any
and all claims, loss, damage, cost, expense or liability arising out of the
presence of Hazardous Materials (as defined in the Loan Agreement) on the
Property, to the extent provided herein.


D. Since the presence of Hazardous Materials on the Property may reduce the
value of the Property to an extent that is unforeseeable and indeterminable
and may, in fact, cause the value of the Property to be substantially less
than the claims against Lender or the liabilities associated with ownership
of such Property, Lender also is willing to make the Loan only on the
condition that this Indemnity be and remain an unsecured personal obligation
of Indemnitor to the extent provided herein.


E. This Indemnity is not one of the "Loan Documents" as defined in the Loan
Agreement.


NOW, THEREFORE, in consideration of Lender contemporaneously herewith making the Loan, and for other good, valuable and adequate consideration, receipt of which is hereby acknowledged, Indemnitor agrees as follows:


1. INDEMNITY. INDEMNITOR HEREBY AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS
LENDER, ANY CORPORATION CONTROLLED BY LENDER, AND EACH OF THEIR RESPECTIVE
DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS (INCLUDING,
WITHOUT LIMITATION, ANY PARTICIPANTS IN THE LOAN) FROM AND AGAINST ANY AND
ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, ACTIONS, JUDGMENTS, COURT COSTS
AND LEGAL OR OTHER EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES
AND EXPENSES) (COLLECTIVELY, "DAMAGES") WHICH LENDER MAY INCUR AS A DIRECT
OR INDIRECT CONSEQUENCE OF: THE USE, GENERATION, MANUFACTURE, STORAGE,
TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, TRANSPORTATION
OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN, ON, UNDER OR
ABOUT THE PROPERTY, INCLUDING, WITHOUT LIMITATION EXCEPT AS OTHERWISE
PROVIDED HEREIN: (i) THE COSTS, WHETHER FORESEEABLE OR UNFORESEEABLE, OF ANY
REPAIR, CLEANUP OR DETOXIFICATION OF THE PROPERTY WHICH IS REQUIRED BY ANY
GOVERNMENTAL ENTITY; AND (ii) ANY THIRD PARTY TORT CLAIMS OR GOVERNMENTAL
CLAIMS, FINES OR PENALTIES ARISING FROM THE USE, GENERATION, MANUFACTURE,
STORAGE, TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL,
TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN,
ON, UNDER OR ABOUT THE PROPERTY. THE INDEMNITY SHALL NOT APPLY TO ANY
DAMAGES CAUSED BY OR CONTRIBUTED TO BY ANY INDEMNITEE, ANY CORPORATION
CONTROLLED BY ANY INDEMNITEE, OR ANY OF THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES, AGENTS, SUCCESSORS AND ASSIGNS, INCLUDING, WITHOUT
LIMITATION, ANY DAMAGES ARISING FROM THE STATUS OF ANY SUCH ENTITY AS A
RESPONSIBLE OR A POTENTIALLY RESPONSIBLE PARTY WITH RESPECT TO THE USE,
GENERATION, MANUFACTURE,


Page 1 2


Loan No. 1440


STORAGE, TREATMENT, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL,
TRANSPORTATION OR PRESENCE OF ANY HAZARDOUS MATERIALS, WHICH ARE FOUND IN,
ON, UNDER OR ABOUT THE PROPERTY. THIS INDEMNITY SHALL NOT APPLY TO THE
EXTENT THAT ANY HAZARDOUS MATERIALS HAVE BEEN INTRODUCED AT OR ABOUT THE
PROPERTY AFTER ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF
TRUST, OR TRANSFER OF THE PROPERTY IN LIEU THEREOF, EXCEPT TO THE EXTENT
CONTRIBUTED TO BY INDEMNITOR OR ITS AFFILIATES, OR TO THE EXTENT THAT ANY
PREEXISTING PRESENCE OF HAZARDOUS MATERIALS IS AGGRAVATED OR EXACERBATED
AFTER ANY JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF TRUST, OR
TRANSFER OF THE PROPERTY IN LIEU THEREOF, EXCEPT TO THE EXTENT CONTRIBUTED
TO BY INDEMNITOR OR ITS AFFILIATES.


2. INTENTIONALLY OMITTED.


3. TERM. The term of the indemnity provided for herein will commence on the
date hereof and continue until such time as no legal action can be
successfully brought against Lender due to applicable statutes of
limitation. WITHOUT IN ANY WAY LIMITING THE ABOVE, IT IS EXPRESSLY
UNDERSTOOD THAT INDEMNITOR'S DUTY TO INDEMNIFY LENDER SHALL SURVIVE: (a) ANY
JUDICIAL OR NON-JUDICIAL FORECLOSURE UNDER THE DEED OF TRUST, OR TRANSFER OF
THE PROPERTY IN LIEU THEREOF; (b) THE RELEASE AND RECONVEYANCE OR
CANCELLATION OF THE DEED OF TRUST; AND (c) THE SATISFACTION OF ALL OF
INDEMNITOR'S OBLIGATIONS UNDER THE LOAN DOCUMENTS.


4. INDEPENDENT AND UNSECURED OBLIGATIONS. Indemnitor acknowledges that,
notwithstanding any other provision of this Indemnity or any of the Loan
Documents to the contrary (including, without limitation, any non-recourse
provision under the Loan Documents) the obligations of Indemnitor under this
Indemnity are personal obligations of Indemnitor which are not secured by
the Deed of Trust or any other security instrument. In this regard, Lender's
appraisal of the value of the Property is such that Lender is not willing to
accept the consequences, under California's "One Form of Action" Rule (i.e.,
Section 726 of the Code of Civil Procedure) and "Anti-Deficiency Rules"
(i.e., Sections 580a, 580b and 580d of the Code of Civil Procedure) of
inclusion of this Indemnity among the obligations secured by the Deed of
Trust. Indemnitor acknowledges that Lender is unwilling to accept such
consequences and that Lender would not make the Loan but for the personal
unsecured liability undertaken by Indemnitor.


5. SETTLEMENTS; CLAIMS; JUDGMENTS. Indemnitor shall not, without the prior
written consent of Lender: (a) settle or compromise any action, suit,
proceeding, or claim in which Lender is named as a party or consent to the
entry of any judgment in such a matter that does not include as an
unconditional term thereof the delivery by the claimant or plaintiff to
Lender of a written release of Lender (in form, scope and substance
reasonably satisfactory to Lender) from all liability in respect of such
action, suit, or proceeding; or (b) settle or compromise any action, suit,
proceeding, or claim in which Lender is named as a party in any manner that
may materially and adversely affect Lender as reasonably determined by
Lender.


6. INTEREST. Indemnitor shall pay Lender, within five (5) days of demand,
interest, at the rate applicable to the principal balance of the Note as
specified therein on any sums Lender is obligated to pay and does pay in
respect to the matters to which this Indemnity is given, within five (5)
days of Lender's demand.


7. RIGHTS NOT EXCLUSIVE. The rights of Lender under this Indemnity shall be in
addition to any other rights and remedies of Lender against Indemnitor under
any other document or instrument now or hereafter executed by Indemnitor, or
at law or in equity (including, without limitation, any right of
reimbursement or contribution pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, 42 U.S.C. Section 9601 et
seq., as heretofore or hereafter amended from time to time).


8. RIGHTS OF LENDER. Indemnitor authorizes Lender, without giving notice to
Indemnitor or obtaining Indemnitor's consent and without affecting the
liability of Indemnitor, from time to time to: (a) to renew or extend all or
any portion of Indemnitor's obligations under the Note or any of the other
Loan Documents; (b) to make nonmaterial changes in the dates specified for
payments of any item payable in periodic installments under the Note or any
of the other Loan Documents; (c) take and hold security from others for the
performance of Indemnitor's obligations


Page 2 3


Loan No. 1440


under the Note or the other Loan Documents and exchange, enforce, waive and
release any such security; (d) apply such security and direct the order or
manner of sale thereof as Lender in its discretion may determine; (e)
release, substitute or add any one or more endorsers of the Note or
guarantors of Indemnitor's obligations under the Note or the other Loan
Documents; (f) apply payments received by Lender from Indemnitor to any
obligations of Indemnitor to Lender, in such order as Lender shall determine
in its sole discretion, whether or not any such obligations are covered by
this Indemnity; and (g) sell, assign or grant participations, rights or
benefits under this Indemnity solely to parties who are assigned shares or
interests in the Loan; provided, however, that Lender may not assign this
Indemnity to any entity that is responsible or potentially responsible with
respect to Hazardous Materials at or about the Property.


9. INDEMNITOR'S WAIVERS. Indemnitor waives: (a) any defense based upon any
legal disability to enter into the Loan or other defense of Indemnitor; (b)
any defense based on any lack of authority of the officers, directo ...